Common use of Agreements of the Underwriters Clause in Contracts

Agreements of the Underwriters. Each Underwriter agrees with the Company that: (a) It has not and will not use, authorize use of, or refer to or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement or any press release issued by the Company) other than a Free Writing Prospectus that (A) is not required to be filed by the Company with the Commission or (B)(i) is not an “issuer free writing prospectus” (as defined in Rule 433) and (ii) contains only (1) information describing the preliminary terms of the Securities or their offering, (2) information permitted under Rule 134 or (3) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in Section 5(b); provided, however, that the Underwriters may use a term sheet substantially in the form agreed between the Company and the Representatives as filed or to be filed pursuant to Rule 433 (and referred to in Schedule IV hereto) without the consent of the Company. (b) It will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Final Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the knowledge and belief of such Underwriter, result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as set forth in this Agreement. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172) in connection with sales of the Securities by any Underwriter or dealer.

Agreements of the Underwriters. Each Underwriter agrees with the Company that: (a) It has not and will not use, authorize use of, or refer to or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement or any press release issued by the Company) other than a Free Writing Prospectus that (A) is not required to be filed by the Company with the Commission or (B)(i) is not an “issuer free writing prospectus” (as defined in Rule 433) and (ii) contains only (1) information describing the preliminary terms of the Securities or their offering, (2) information permitted under Rule 134 or (3) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in Section 5(b); provided, however, that the Underwriters may use a term sheet substantially in the form agreed between the Company and the Representatives as filed or to be filed pursuant to Rule 433 (and referred to in of Schedule IV hereto) hereto without the consent of the Company. (b) It will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Final Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the knowledge and belief of such Underwriter, result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as set forth in this Agreement. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172) in connection with sales of the Securities by any Underwriter or dealer.

Agreements of the Underwriters. Each Underwriter agrees A. The several Underwriters agree with the Company that upon the execution of this Agreement and authorization by the Underwriters of the release of the Obligations, the Underwriters shall offer such Obligations for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. B. Each Underwriter represents and agrees that: (ai) It it has not offered or sold and will not useoffer or sell, authorize use ofprior to the date six months after their date of issuance, or refer any Obligations to or participate persons in the planning United Kingdom, except to persons whose activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for use of, any Free Writing Prospectus (the purposes of their businesses or otherwise in circumstances which term includes use of any written information furnished have not resulted in and will not result in an offer to the Commission by public in the Company and not incorporated by reference into United Kingdom within the Registration Statement or any press release issued by meaning of the Company) other than a Free Writing Prospectus that (A) is not required to be filed by the Company with the Commission or (B)(i) is not an “issuer free writing prospectus” (as defined in Rule 433) and Public Offers of Securities Regulations of 1995; (ii) contains only (1) information describing the preliminary terms it has complied and will comply with all applicable provisions of the Securities Financial Services Act of 1986 with respect to anything done by it in relation to the Obligations in, from or their offering, otherwise involving the United Kingdom; (2iii) information permitted under Rule 134 it has only issued or (3) information that describes passed on and will only issue or pass on to any person in the final terms United Kingdom any document received by it in connection with the issuance of the Securities or their offering and Obligations only if that person is included of a kind described in the final term sheet Article 11(3) of the Company contemplated Financial Services Act of 1986 (Investment Advertisements) (Exceptions) Order 1995, as amended, or such person is one to whom the document can lawfully be issued or passed on; (iv) no action has been or will be taken by such Underwriter that would permit a public offering of the Obligations or distribution of the Prospectus or Prospectus Supplement or any Computational Materials or ABS Term Sheets or any other offering material in Section 5(b); provided, however, relation to the Obligations in any non-U.S. jurisdiction where action for that the Underwriters may use a term sheet substantially in the form agreed between purpose is required unless the Company has agreed to such actions and such actions have been taken; and (v) it understands that, in connection with the Representatives as filed or to be filed pursuant to Rule 433 (issuance, offer and referred to in Schedule IV hereto) without the consent sale of the Company. (b) It Obligations and with the distribution of the Prospectus or Prospectus Supplement or any Computational Materials or ABS Terms Sheets or any other offering material in relation to the Obligations in, to or from any non-U.S. jurisdiction, the Company has not taken and will not take any action, and such Underwriter will not offer, sell or deliver any of the Securities, directly or indirectly, Obligations or distribute the Final Prospectus or Prospectus Supplement or any Computational Materials or ABS Term Sheets or any other offering material relating to the SecuritiesObligations in, in to or from any non-U.S. jurisdiction except under circumstances that will, to the knowledge and belief of such Underwriter, which will result in compliance with the applicable laws and regulations thereof and that which will not impose any obligations liability, obligation or responsibility on the Company except as set forth in this Agreementor the other Underwriters. (c) It is not subject to any pending proceeding under Section 8A C. Each Underwriter represents and warrants to, and agrees with, the Company as of the Securities Act date hereof that the Underwriter has complied and will comply with all of its obligations arising under Sections 4I and 4J and, with respect to the offering Computational Materials and ABS Term Sheets, provided by the Underwriters to the Company pursuant to Sections 4I and 4J, in the calculations made by the Underwriters in such Computation Materials and ABS Term Sheets are accurate in all material respects (taking into account the assumptions explicitly set forth in such Computational Materials and ABS Term Sheets, except for any errors therein attributable to errors or mistakes in the Pool Information). The Computational Materials and ABS Term Sheets provided by the Underwriters to the Company constitutes a complete set of the Securities (Computational Materials and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or ABS Term Sheets required to be delivered but for Rule 172) in connection filed with sales the Commission pursuant to the No-Action Letters. Such Computational Materials and ABS Term Sheets comply with the requirements of the Securities by any Underwriter or dealer.Kiddxx Xxxters and the PSA Letters referred to in Sections 4I and 4J.

Agreements of the Underwriters. Each Underwriter agrees with the Company that: (a) It has not and will not use, authorize use of, or refer to to, or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement or any press release issued by the Company) other than a Free Writing Prospectus that (A) is not required to be filed by the Company with the Commission or (B)(ii) is not an “issuer free writing prospectus” (as defined in Rule 433) and (ii) contains only (1A) information describing the preliminary terms of the Securities or their offering, (2B) information permitted under Rule 134 or (3C) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in Section 5(b4(c); provided, however, provided that the Underwriters may use a term sheet substantially in the form agreed between the Company and the Representatives as filed or to be filed pursuant to Rule 433 (and referred to in of Schedule IV hereto) hereto without the consent of the Company. (b) It Each Underwriter agrees that it will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Final Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the knowledge and belief of such Underwriter, result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as set forth in this Agreement. (c) It In relation to each member state of the European Economic Area (as defined below) that has implemented the Prospectus Directive (as defined below) (each, a “relevant member state”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “relevant implementation date”) it has not subject made and will not make an offer of any Securities to the public in that relevant member state prior to the publication of a prospectus in relation to any pending proceeding under Section 8A Securities that has been approved by the competent authority in that relevant member state, or where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that it may, with effect from and including the relevant implementation date, make an offer of any Securities to the public in that relevant member state at any time: (i) to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances that do not require the publication by the Company of a prospectus pursuant to Article 3 of the Securities Act with respect to the offering of the Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172) in connection with sales of the Securities by any Underwriter or dealerDirective.

Agreements of the Underwriters. Each Underwriter hereby represents and agrees with the Company that: (a) It has not and will not use, authorize use of, or refer to to, or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement or any press release issued by the Company) other than a Free Writing Prospectus that (A) is not required to be filed by the Company with the Commission or (B)(i) is not an “issuer free writing prospectus” (as defined in Rule 405 under the Securities Act) (a “Free Writing Prospectus”) other than (i) a Free Writing Prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such Free Writing Prospectus with the Commission pursuant to Rule 433) and , (ii) contains only any Issuer Free Writing Prospectus listed on Schedule III to this Agreement or prepared pursuant to Section 3(d) or Section 4(a) above (1) information describing the preliminary terms of the Securities or their offeringincluding any electronic road show), (2) information permitted under Rule 134 or (3iii) information that describes the final terms of the Securities or their offering any Free Writing Prospectus prepared by such Underwriter and that is included in the final term sheet of approved by the Company contemplated in Section 5(b); provided, however, that the Underwriters may use a term sheet substantially advance in the form agreed between the Company and the Representatives as filed or to be filed pursuant to Rule 433 (and referred to in Schedule IV hereto) without the consent of the Companywriting. (b) It will not offerwill, sell pursuant to reasonable procedures developed in good faith, retain copies of, and comply with any legending requirements applicable to, each free writing prospectus used or deliver any of the Securities, directly or indirectly, or distribute the Final Prospectus or any other offering material relating referred to the Securitiesby it, in or from any jurisdiction except accordance with Rule 433 under circumstances that will, to the knowledge and belief of such Underwriter, result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as set forth in this AgreementSecurities Act. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Securities (and will promptly notify the Company if any such proceeding against it is initiated during prior to the end of such period as the Prospectus Delivery Period). “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172172 under the Securities Act) in connection with sales of the Securities by any an Underwriter or dealer). (d) Unless otherwise agreed by the parties hereto and except as otherwise provided in Section 4, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Underwriters will pay, or reimburse if paid by the Company, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement.

Agreements of the Underwriters. Each Underwriter agrees with the Company that: (a) It has not and will not use, authorize use of, or refer to or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement or any press release issued by the Company) other than a Free Writing Prospectus that (A) is not required to be filed by the Company with the Commission or (B)(i) is not an “issuer free writing prospectus” (as defined in Rule 433) and (ii) contains only (1) information describing the preliminary terms of the Securities or their offering, (2) information permitted under Rule 134 or (3) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in Section 5(b); provided, however, that the Underwriters may use a term sheet substantially in the form agreed between the Company and the Representatives as filed or to be filed pursuant to Rule 433 (and referred to in Schedule IV hereto) without the consent of the Company. (b) It will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Final Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the knowledge and belief of such Underwriter, result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as set forth in this Agreement. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172) in connection with sales of the Securities by any Underwriter or dealer.promptly

Agreements of the Underwriters. Each Underwriter agrees with the Company that: (a) It has not and will not use, authorize use of, or refer to or participate in the planning for use of, any Free Writing Prospectus (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement or any press release issued by the Company) other than a Free Writing Prospectus that (A) is not required to be filed by the Company with the Commission or (B)(i) is not an “issuer free writing prospectus” (as defined in Rule 433) and (ii) contains only (1) information describing the preliminary terms of the Securities or their offering, (2) information permitted under Rule 134 or (3) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in Section 5(b); provided, however, that the Underwriters may use a term sheet substantially in the form agreed between the Company and the Representatives as filed or to be filed pursuant to Rule 433 (and referred to in of Schedule IV hereto) hereto without the consent of the Company. (b) It will not offer, sell or deliver any of the Securities, directly or indirectly, or distribute the Final Prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the knowledge and belief of such Underwriter, result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as set forth in this Agreement. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

Agreements of the Underwriters. Each Underwriter agrees A. The several Underwriters agree with the Company that upon the execution of the applicable Pricing Agreement and authorization by the Underwriters of the release of the Class A Certificates of the related Series, the Underwriters shall offer such Class A Certificates for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. B. Each Underwriter represents and agrees that: (ai) It it has not offered or sold and will not useoffer or sell, authorize use ofprior to the date six months after their date of issuance, or refer any Class A Certificates to or participate persons in the planning United Kingdom, except to persons whose activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for use of, any Free Writing Prospectus (the purposes of their businesses or otherwise in circumstances which term includes use of any written information furnished have not resulted in and will not result in an offer to the Commission by public in the Company and not incorporated by reference into United Kingdom within the Registration Statement or any press release issued by meaning of the Company) other than a Free Writing Prospectus that (A) is not required to be filed by the Company with the Commission or (B)(i) is not an “issuer free writing prospectus” (as defined in Rule 433) and Public Offers of Securities Regulations 1995; (ii) contains only (1) information describing the preliminary terms it has complied and will comply with all applicable provisions of the Securities Financial Services Act of 1986 with respect to anything done by it in relation to the Class A Certificates in, from or their offering, otherwise involving the United Kingdom; (2iii) information permitted under Rule 134 it has only issued or (3) information that describes passed on and will only issue or pass on to any person in the final terms United Kingdom any document received by it in connection with the issuance of the Securities or their offering and Class A Certificates only if that person is included of a kind described in the final term sheet Article 11(3) of the Company contemplated Financial Services Act of 1986 (Investment Advertisements) (Exceptions) Order 1995, as amended, or such person is one to whom the document can lawfully be issued or passed on; (iv) no action has been or will be taken by such Underwriter that would permit a public offering of the Class A Certificates or distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in Section 5(b); provided, however, relation to the Class A Certificates in any non-U.S. jurisdiction where action for that the Underwriters may use a term sheet substantially in the form agreed between purpose is required unless the Company has agreed to such actions and such actions have been taken; and (v) it understands that, in connection with the Representatives as filed or to be filed pursuant to Rule 433 (issuance, offer and referred to in Schedule IV hereto) without the consent sale of the Company. (b) It Class A Certificates and with the distribution of the Prospectus or Prospectus Supplement or any Computational Materials or any other offering material in relation to the Class A Certificates in, to or from any non-U.S. jurisdiction, the Company has not taken and will not take any action, and such Underwriter will not offer, sell or deliver any of the Securities, directly or indirectly, Class A Certificates or distribute the Final Prospectus or Prospectus Supplement or any Computational Materials or any other offering material relating to the SecuritiesClass A Certificates in, in to or from any non-U.S. jurisdiction except under circumstances that which will, to the knowledge and belief of such Underwriter, result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as set forth in this Agreement. (c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172) in connection with sales of the Securities by any Underwriter or dealer.